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JPMorgan Chase (NYSE: JPM) closes $3B subordinated notes due 2041

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

JPMorgan Chase & Co. reports that on July 23, 2026 it closed public offerings of several registered debt securities. The company issued $500,000,000 of Floating Rate Notes due 2030, $2,500,000,000 of Fixed-to-Floating Rate Notes due 2030, and $3,000,000,000 of Fixed-to-Floating Rate Notes due 2032, which together constitute the Senior Notes. It also issued $3,000,000,000 of Fixed-Rate Reset Subordinated Notes due 2041.

The Notes were registered under the Securities Act of 1933 pursuant to a shelf registration statement on Form S-3 (File No. 333-285537). Simpson Thacher & Bartlett LLP provided legal opinions on the legality of the Senior Notes and Subordinated Notes, filed as Exhibits 5.1 and 5.2, with related consents included as Exhibits 23.1 and 23.2.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Floating Rate Notes due 2030 $500,000,000 aggregate principal amount Floating Rate Notes issued and offering closed on July 23, 2026
2030 Fixed-to-Floating Rate Notes $2,500,000,000 aggregate principal amount Senior Fixed-to-Floating Rate Notes due 2030 issued July 23, 2026
2032 Fixed-to-Floating Rate Notes $3,000,000,000 aggregate principal amount Senior Fixed-to-Floating Rate Notes due 2032 issued July 23, 2026
Fixed-Rate Reset Subordinated Notes due 2041 $3,000,000,000 aggregate principal amount Subordinated Notes due 2041 issued July 23, 2026
Form S-3 file number 333-285537 Shelf registration statement under which the Notes were registered
Fixed-to-Floating Rate Notes financial
"aggregate principal amount of Fixed-to-Floating Rate Notes due 2030"
Fixed-Rate Reset Subordinated Notes financial
"aggregate principal amount of Fixed-Rate Reset Subordinated Notes due 2041"
registration statement on Form S-3 regulatory
"pursuant to a registration statement on Form S-3 (File No. 333-285537)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Inline XBRL technical
"the cover page is formatted in Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What debt offerings did JPM (JPMorgan Chase & Co.) complete on July 23, 2026?
JPMorgan Chase & Co. completed offerings of $500M Floating Rate Notes due 2030, $2.5B and $3B Fixed-to-Floating Rate Senior Notes due 2030 and 2032, and $3B Fixed-Rate Reset Subordinated Notes due 2041.

What types of notes were issued in JPMorgan Chase (JPM) July 2026 transactions?
The company issued Floating Rate Notes, Fixed-to-Floating Rate Notes classified as Senior Notes, and Fixed-Rate Reset Subordinated Notes, with maturities in 2030, 2032, and 2041 as specified for each tranche.

How were JPM (JPMorgan Chase & Co.) July 2026 note offerings registered?
The note offerings were registered under the Securities Act of 1933 using a Form S-3 shelf registration statement, identified as File No. 333-285537, allowing JPMorgan Chase to issue these securities to the public.

What exhibits are associated with the July 2026 JPM (JPMorgan Chase & Co.) note offerings?
Key exhibits include 5.1 and 5.2 for legal opinions on the Senior and Subordinated Notes, 23.1 and 23.2 for related consents, and 101 and 104 for Inline XBRL cover page data.
JPMORGAN CHASE & CO false 0000019617 0000019617 2026-07-23 2026-07-23 0000019617 us-gaap:CommonStockMember 2026-07-23 2026-07-23 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof5.75NonCumulativePreferredStockSeriesDDMember 2026-07-23 2026-07-23 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof6.00NonCumulativePreferredStockSeriesEEMember 2026-07-23 2026-07-23 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof4.75NonCumulativePreferredStockSeriesGGMember 2026-07-23 2026-07-23 0000019617 jpm:DepositarySharesOneFourHundredthInterestInAShareOf455NonCumulativePreferredStockSeriesJJMember 2026-07-23 2026-07-23 0000019617 jpm:DepositarySharesOneFourHundredthInterestInAShareOf4625NonCumulativePreferredStockSeriesLLMember 2026-07-23 2026-07-23 0000019617 jpm:DepositarySharesOneFourHundredthInterestInAShareOf420NonCumulativePreferredStockSeriesMMMember 2026-07-23 2026-07-23 0000019617 jpm:GuaranteeOfCallableFixedRateNotesDueJune102032OfJPMorganChaseFinancialCompanyLLCMember 2026-07-23 2026-07-23 0000019617 jpm:GuaranteeOfAlerianMlpIndexETNsDueJanuary282044OfJPMorganChaseFinancialCompanyLlc2Member 2026-07-23 2026-07-23 0000019617 jpm:GuaranteeOfInverseVixShortTermFuturesETNsDueMarch222045OfJPMorganChaseFinancialCompanyLlc1Member 2026-07-23 2026-07-23
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 23, 2026

 

 

JPMorgan Chase & Co.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-5805   13-2624428

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. employer

identification no.)

 

270 Park Avenue,

New York, New York

     10017
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (212) 270-6000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which registered

Common stock   JPM   The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DD

   JPM PR D   The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock, Series EE

   JPM PR C   The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of 4.75% Non-Cumulative Preferred Stock, Series GG

   JPM PR J   The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of 4.55% Non-Cumulative Preferred Stock, Series JJ

   JPM PR K   The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of 4.625% Non-Cumulative Preferred Stock, Series LL

   JPM PR L   The New York Stock Exchange

Depositary Shares, each representing a one-four hundredth interest in a share of 4.20% Non-Cumulative Preferred Stock, Series MM

   JPM PR M   The New York Stock Exchange

Guarantee of Callable Fixed Rate Notes due June 10, 2032 of JPMorgan Chase Financial Company LLC

   JPM/32   The New York Stock Exchange

Guarantee of Alerian MLP Index ETNs due January 28, 2044 of JPMorgan Chase Financial Company LLC

   AMJB   NYSE Arca, Inc.

Guarantee of Inverse VIX Short-Term Futures ETNs due March 22, 2045 of JPMorgan Chase Financial Company LLC

   VYLD   NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01.

Other Events.

On July 23, 2026, JPMorgan Chase & Co. closed public offerings of (i) $500,000,000 aggregate principal amount of Floating Rate Notes due 2030 (the “Floating Rate Notes”), (ii) $2,500,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2030 (the “2030 Fixed-to-Floating Rate Notes”), (iii) $3,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2032 (together with the Floating Rate Notes and the 2030 Fixed-to-Floating Rate Notes, the “Senior Notes”) and (iv) $3,000,000,000 aggregate principal amount of Fixed-Rate Reset Subordinated Notes due 2041 (the “Subordinated Notes” and, together with the Senior Notes, the “Notes”).

The offerings of the Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-285537), as amended. In connection with these offerings, the legal opinion as to the legality of the Senior Notes is being filed as Exhibit 5.1 to this report and the legal opinion as to the legality of the Subordinated Notes is being filed as Exhibit 5.2 to this report.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

5.1    Opinion of Simpson Thacher & Bartlett LLP as to the legality of the Senior Notes.
5.2    Opinion of Simpson Thacher & Bartlett LLP as to the legality of the Subordinated Notes.
23.1    Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).
23.2    Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.2).
101    Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

JPMORGAN CHASE & CO.
(Registrant)
By:  

/s/ Jordan A. Costa

Name:   Jordan A. Costa
Title:   Managing Director

Dated: July 23, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Other Documents